The remuneration of the CEO consists of base salary, benefits and an annually determined short-term incentive plan. In addition, the CEO participates in the company’s long-term incentive plans that consist of individual performance share plans.
The CEO’s annual base salary is 780,000 euros, and it remained the same than in the previous year, and the base salary and benefits were EUR 795,840 in 2021.
CEO Malinen has the right to retire at the age of 65 and he participates in the Finnish TyEL pension system and there are no supplementary pension plans in place. The service contract of the CEO is valid until further notice. The CEO is entitled to a severance payment of twelve (12) months, and the notice period is six (6) months for both parties.
|REMUNERATION OF THE CEO in 2021
payable in 2022
|Base salary and benefits||–||795,840 (100%)
|Short-term incentives1)||1,064,700||0 (0%)|
|Total remuneration||795,840 (100%)|
|Long-term incentive plan||2019–2021||2018–2020|
|Maximum number of shares granted (gross)||97,000||43,000|
|Grant date||May 5, 2020||May 5, 2020|
|Number of shares earned (gross) 0 0||0||0|
|Number of shares delivered||0||0|
|Share delivery date||–||–|
|Share price at delivery||–||–|
|Shareholding recommendation||100% of individual annual
gross base salary
|100% of individual annual
gross base salary
|Shared owned on Dec 31, 2021||45,459|
1) Paid short-term incentives have been entered in the table on the year when they have been paid. Usually, they relate to the performance in the previous year.
2) The number of the shares payable as a long-term incentive represents a gross earning, from which the applicable payroll tax is withheld, and the remaining net value is paid to the recipient in shares.
CEO’s short-term incentive annual earning opportunity remained unchanged at the target level of 50% and at the maximum level of
100% of the gross annual base salary. The short-term incentive paid for 2021 was based on the achievement of the pre-defined strategic targets for the financial year 2021, i.e., Outokumpu’s adjusted EBITDA with the 80% weight and strategic projects with the 20% weight to drive profitability to support the company to implement its strategy.
The Board of Directors decided to reward the CEO with short-term incentive exceeding the maximum level described in the policy. The
achievement of the adjusted EBITDA target was above maximum, and achievement of the strategic project target was on the target level, resulting to a short-term incentive payment of EUR 1,064,700.
|CEO’S EARNING OPPORTUNITY AND PERFORMANCE MEASURES IN THE SHORT-TERM INCENTIVE PLANS|
|Earning opportunity||Heikki Malinen
(% of gross annual base salary)
|Performance measures in 2021||Weight||Achievement||Payout 1)|
|Group EBITDA||80%||Over maximum||150%|
1) If the achievement of the group adjusted EBITDA target (as included in the management plan) is below threshold, the total short-term incentive payout is decided by the Board of Directors. Therefore, the payout for different targets can in such cases be less than their actual achievement.
The CEO participates also in the Performance Share Plan (PSP) 2019–2021. The pre-defined strategic target, the return on operating capital of Outokumpu for the period, was not achieved.
The CEO was also granted PSP shares (prorated) from the following programs: PSP 2018–2020, PSP 2019–2021 and PSP 2020–2022. The share allotments were prorated observing the CEO’s active time observing the start date in May 2020. Outokumpu did not reach the target levels for PSP 2018–2020 and 2019–2021, and subsequently no shares were delivered.
Share ownership recommendation
The performance share plans are covered by the following share ownership requirement applied by Outokumpu Group: the members of
Outokumpu’s Leadership Team, including the CEO, are expected to own Outokumpu shares received under the company’s share-based
incentive programs corresponding to the value of their annual gross base salary. Half (50%) of the net shares received from the share-based incentive programs must be used to fulfil the above ownership recommendation.
|CEO’S EARNING OPPORTUNITY AND PERFORMANCE MEASURES IN THE LONG-TERM INCENTIVE PLANS|
|Earning opportunity||PSP 2020–2022||PSP 2021–2023|
|Performance criteria6)||Return on operating capital compared to a peer group(Q4/2020–Q3/2022)||Return on capital employed(2023)|
|Achievement||Vesting period ongoing||Vesting period ongoing|
1) Expressed in percentage of gross annual base salary at the time of grant.
2) The threshold is 50% of target in all PSP periods.
3) The target of 50% of annual base salary is prorated to time in position during the performance period, i.e., 32/36 in PSP 2020–2022.
4) The maximum is 150% of target in all PSP periods.
5) Number of gross shares at target level. The number of shares was determined using the share price at the time of plan approval, i.e., EUR 2.66 for PSP 2020–2022 and EUR 2.31 for PSP 2021–2023.
6) The performance criteria for the PSP programs was changed from "Return on operating capital compared to a peer group" to "Return on capital employed" to put even more focus on the strategy execution.
Updated on March 4, 2022.